Actions Without Meeting

The president and secretary of our BOD's continually make unilateral decisions outside of board meetings. For example, the secretary had the board attorney send a "Cease and Desist" letter to an owner on the ranch because of comments he made on a private interent discussion forum. I am a Director on the board and saw this letter for the first time after it was already sent out. No votes or even discussion ahead of time. This is just one example of many decisions being made. I am the only director who has tried to make the president and secretary accountable for these actions. Our Bylaws and the "Arizona Revised Statues" seem to make it very clear that an "Action Without Meeting" vote is required when taking these kinds of actions. When confronted on this issue the Secretary says that the Bylaws and Statutes do no specify which actions require this "Action Withour Meeting". I said that it should be all actions by the board.

FYI our Bylaws say,

Action taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meetingof the directors.

The Arizona revised statutes say,

10-3821. Action without meeting

A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 24 through 40 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director and included in the minutes filed with the corporate records reflecting the action taken.

B. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

C. The consent signed under this section has the effect of a meeting vote and may be described as such in any document.

D. Any director may revoke a consent by delivering a signed revocation of the consent to the president or secretary before the date the last director signs the consent.

E. For the purposes of this section, a consent may be signed using an electronic signature as defined in section 44-7002

Am I correct in saying that all actions taken outside of meetings should require an "Action Without Meeting"? If not which actions require "Action Without Meeting" and which do not? Is there any official clarification of this issue? What are my options?

What is described are common problems: (1) board president takes action on important issues without approval of the board; and (2) board president oversteps the authority of the board (in this case a free speech issue).

The rest of the board must assert its authority. Actions are often required between the regularly schedule board meetings. Those actions can be authorized/taken in at least three different ways: (a) call a special meeting of the board; (b) action without a meeting by unanimous written consent; and (c) action by the president or officer designated to act on minor matters between meetings. One of the standing agenda items on each regular board meeting should be the president's report on actions taken since the previous meeting. Not only does this serve to inform all the board members, it also provides the opportunity for intervention by the board. In this case, intervention seems appropriate by directing the president to retract the "cease and desist' letter and to apologize. If the president refuses, the secretary is obligated to implement the action fo the board to send the retraction letter. As SusanW1 points out, members should be able to express their views. What the president did happens in dictatorships.

Another aspect is that all board members should be diligent in acting only where the board has the authority to act. A corollary is that the board's actions should also conform to the law and the governing documents. A well-functioning board has these disciplines, which means the board members are knowledgeable on the content in the governing documents.

I don't think the president will need to seek permission from the Board to write EVERY letter. In this case, it was a Disciplinary Letter. That makes it special.

It sounds like there is no Policy as to when it should be done, and what for (why). Once those questions are answered, the President can write these letters as a part of the policy steps.

Do not believe the President will ever have the authority to act this way. Bottom line.....the President serves at the approval of the Board. He cannot act without Board approval, he must have vote approval of the Board , recorded and in the minutes. If the Board wants to assign him specific items he can handle unilateral, they have to be listed and approved by all directors.

The problem you get into is the Board is too weak to do their responsibilities and will let the President act this way, for one reason, is they don't want to show that the Boards and directors can disagree. That's life. no one expects all to agree, that is why you have votes called.

Don't let them hide behind Action without Meetings, he din't abide by that either and shouldn't try to use that clause to get his way.

I would venture to say, your association has been troubled for some time.

Dale: Further to my recent post and to the problem at hand, you are experiencing lack of communication between B-members.

At your next Board meeting, why not challenge the other members to what you state is a problem of B-decisions being made without the knowledge of other members. Now you're getting into decisions made at 'unscheduled meetings', no minutes being taken, no records of actions and responsibilities, etc.

One of the most important aspects for a community association is to know that the Board acts as a 'whole' and not apart from one another. While B-members may not always agree with each other, you need to discuss together, then take action. This certainly needs attention. Your problems go beyond "action without meeting".....

Robert: Well said and true...unfortunately!